Warner Bros. Discovery director shifts plan holdings

Di Piazza Samuel A Jr. reported disposition transactions in this Form 4 filing.

Rhea-AI Filing Summary

Di Piazza Samuel A Jr. reported disposition transactions in this Form 4 filing.

Warner Bros. Discovery, Inc. director Samuel A. Di Piazza Jr. reported an intra-plan transfer involving 82,415 shares of Series A Common Stock on 2026-08-11. According to a plan-related disclosure, funds were moved from the company stock fund to another investment option within the Warner Bros. Discovery, Inc. Non-Employee Directors Deferral Plan, described as a discretionary transaction exempt under Rule 16b-3(f). Following this transaction, Di Piazza held 130,661 shares directly, and a separate indirect holding of 3,443 shares is reported as owned by his spouse.

Insider Trade Summary

Discretionary: 82,415 shares

Discretionary 2 txns

Insider Di Piazza Samuel A Jr.

Role Director

Type	Security	Shares	Price	Value
Discretionary	Series A Common Stock F1	82,415	$27.07	$2.23M
holding	Series A Common Stock	--	--	--

Holdings After Transaction: Series A Common Stock — 130,661 shares (Direct); Series A Common Stock — 3,443 shares (Indirect, Spouse)

Footnotes (1)

1. F1. The Reporting Person effected an intra-plan transfer of funds held in the company stock fund to another investment option under the Warner Bros. Discovery, Inc. Non-Employee Directors Deferral Plan. The transaction was a discretionary transaction exempt under Rule 16b-3(f).

Key Figures

Shares involved in intra-plan transfer: 82,415 shares Reference price per share: $27.07 per share Direct holdings after transaction: 130,661 shares +1 more

4 metrics

Shares involved in intra-plan transfer 82,415 shares Series A Common Stock, discretionary transaction dated 2026-08-11

Reference price per share $27.07 per share Price associated with the 82,415-share intra-plan transaction

Direct holdings after transaction 130,661 shares Series A Common Stock held directly by Samuel A. Di Piazza Jr.

Indirect spouse holdings 3,443 shares Series A Common Stock reported as indirectly owned via spouse

Key Terms

Intra-plan transfer, Non-Employee Directors Deferral Plan, Rule 16b-3(f), indirect ownership

4 terms

Intra-plan transfer financial

"The Reporting Person effected an intra-plan transfer of funds held in the company stock fund"

Non-Employee Directors Deferral Plan financial

"another investment option under the Warner Bros. Discovery, Inc. Non-Employee Directors Deferral Plan"

Rule 16b-3(f) regulatory

"The transaction was a discretionary transaction exempt under Rule 16b-3(f)."

indirect ownership financial

"total_shares_following_transaction 3443.0000, direct_or_indirect I, nature_of_ownership Spouse"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did WBD director Samuel A. Di Piazza Jr. report on this Form 4?

Samuel A. Di Piazza Jr. reported an intra-plan transfer on 2026-08-11, moving value tied to 82,415 WBD shares from the company stock fund to another investment option within the Non-Employee Directors Deferral Plan, exempt under Rule 16b-3(f).

How many Warner Bros. Discovery (WBD) shares were involved in the reported transaction?

The reported intra-plan transaction involved 82,415 shares of Warner Bros. Discovery Series A Common Stock, valued using a reference price of $27.07 per share as part of the plan transfer on 2026-08-11.

What are Samuel A. Di Piazza Jr.’s WBD share holdings after this transaction?

After the intra-plan transfer, Samuel A. Di Piazza Jr. is reported holding 130,661 WBD shares directly. An additional 3,443 shares are reported as held indirectly through his spouse, reflecting separate indirect ownership.

Was the WBD Form 4 transaction an open-market sale or purchase?

The Form 4 describes a discretionary intra-plan transfer within the Warner Bros. Discovery Non-Employee Directors Deferral Plan, exempt under Rule 16b-3(f), rather than an open-market sale or purchase of WBD stock.

Does this WBD Form 4 indicate trading under a Rule 10b5-1 plan?

The filing’s 10b5-1 checkbox is not marked as affirmative, and the footnote instead characterizes the event as a discretionary intra-plan transfer that is exempt under Rule 16b-3(f) of the Securities Exchange Act.

How many WBD shares are reported as indirectly owned by Samuel A. Di Piazza Jr.?

The Form 4 shows an indirect holding of 3,443 WBD shares, identified with a nature of ownership of “Spouse”, in addition to Samuel A. Di Piazza Jr.’s reported direct holdings of 130,661 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/12/2026 - 06:10 PM Accepted by SEC EDGAR 08/12/2026 - 06:09 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Di Piazza Samuel A Jr.

(Last) (First) (Middle)

230 PARK AVENUE SOUTH

(Street)

NEW YORK NEW YORK 10003

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc. [ WBD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	08/11/2026		I		82,415(1)	D	$27.07	130,661	D
Series A Common Stock								3,443	I	Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person effected an intra-plan transfer of funds held in the company stock fund to another investment option under the Warner Bros. Discovery, Inc. Non-Employee Directors Deferral Plan. The transaction was a discretionary transaction exempt under Rule 16b-3(f).

Remarks:

	Tara L. Smith, by power of attorney	08/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)